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HomeMy WebLinkAbout056926-CA2 - Construction-Related - Contract - Linear Labs, Inc. and AIL Investment, L.P.CSC No. 56926-CA2 ECONOMIC DEVELOPMENT PROGRAM GRANT CONSENT TO ASSIGNMENT AGREEMENT THIS ECONOMIC DEVELOPMENT PROGRAM GRANT CONSENT TO ASSIGNMENT AGREEMENT ("Consent") is made as of the day of - 2026 (the "Effective Date") by and among Linear Labs, Inc., a Delaware corporation ("Company"), the City of Port Worth, a Texas home -rule municipality ("City"), and AIL Investment, L.P., a Texas limited partnership; ADL Development, L.P., a Texas limited partnership; and Reverie Alliance, L.P., a Texas limited partnership (collectively, "Assignee"). Company, City, and Assignee are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties." WHEREAS, the City and Company entered into that certain Economic Development Program Agreement (City Secretary Contract Number 56926) ("EDPA") dated effective as of December 21, 2021. Capitalized terms not otherwise defined herein shall have the meaning set forth in the EDPA; WHEREAS, under the EDPA, the City has agreed to make Program Grants to the Company (or its assignee) up to the Program Cap subject to the Company's continuing compliance with the terms of the EDPA; WHEREAS, as of the Effective Date of this Consent, Company has incurred the Qualified Expenses necessary to ensure that the Qualified Expense Balance equals or exceeds the minimum amount of funds necessary for the City to pay the Assignee as set forth herein; WHEREAS, Company desires to assign a portion of its earned Program, Grants to Assignee in the amount of $4,465,000.00 which is net of the five percent (5%) Assignee Set Aside contained in section 7.1.7 of the EDPA ("Assigned Earned Program Grant") to be paid in accordance with the terms of the EDPA; WHEREAS, Company and Assignee intend to enter into a separate agreement pursuant to which Company has agreed to assign and Assignee has agreed to assume the Assigned Earned Program Grant ("Earned Program Grant Assignment"); WHEREAS, pursuant to Section 7.2.1 of the EDPA, Company has delivered to City a Notice of Intent to Assign the Assigned Program Grant and the Director has approved such Notice of Intent to Assign, a copy of such Notice of Intent to Assign is attached hereto as Exhibit A; and WHEREAS, pursuant to 'Section 7.2.2 of the EDPA, Company, Assignee, and City desire to enter into this Consent to confirm satisfaction of the conditions precedent to the City's consent to the Earned Program Grant Assignment. NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1. Incoration of Recital. The Parties agree that the recitals, which are incorporated herein by reference, set forth above are true and correct and form the basis upon which they are entering into this Consent. 2. Consent. The City hereby consents to the Earned Program Grant Assignment subject to the terms and conditions of this Consent, effective on the date on which the City, Company, and Assignee have all executed this Consent ("Effective Date"). 3. List of Parcels. Attached hereto as Exhibit B is a list of parcels comprising the Assignee Subject Property for the Assigned Earned Program Grant, the total taxable appraised value of the Assignee Subject Property, the amount of ad valorem taxes payable to the City on the Assignee Subject Property for the tax year that is identified in the Notice of Intent to Assign, and the amount of the Assigned Earned Program Grant that has been applied to each Assignee Subject Property. Assignee shall be permitted to apply the Assigned Earned Program Grant to each Assignee Subject Property identified and in the amounts set forth in Exhibit B. 4. Assignee Percentage. The Parties hereby confirm that the Assignee has been assigned the Assigned Earned Program Grant, and that the Assignee shall be entitled to receive payment of the entirety of the Assigned Earned Program Grant in accordance with the terms of the EDPA. 5. Payment of Program Grants. The City will pay the Assigned Earned Program Grant to the Assignee in accordance with Section 7 of the EDPA and within thirty (30) days after the City receives written proof from Assignee of ad valorem taxes paid by Assignee on the Assignee Subject Property. Assignee shall be entitled to select which properties listed in Exhibit B against which the Assigned Earned Program Grant may be applied. The Calendar Year in which the Assignee Earned Program Grant will be paid by the City will be 2027, with any remaining amounts to be paid out over each subsequent Calendar Year in accordance with the terms of the EDPA until the entirety of the Assigned Earned Program Grant has been paid. Assignee hereby affirms its understanding that (i) the value of the Assigned Earned Program Grant may be restricted in relation to the incremental value of property taxes generated by the Assignee Subject Property, (ii) that (as specified under Section 7.1.6. of the EDPA) the value of any annual Assigned Earned Program Grant shall not exceed seventy-five percent (75%) of the aggregate value of Assignee Subject Property Tax Revenues received by the City in the Twelve -Month Period ending in the Calendar Year in which the Assigned Earned Program Grant is payable, and (iii) that the Assignee Subject Property will be ineligible to receive any incentives from the City that are based on the ad valorem taxes generated by specific Assignee Subject Property during the term of the Assignment for any year in which Assignee is due to receive an Assigned Earned Program Grant for the relevant portion or parcel of the Assignee Subject Property. The Parties ratify and confirm that, unless and until another Consent to Assignment is executed " by the Parties, Assignee shall not be entitled to any future Program Grants that are not explicitly set forth herein. 6. Submittal of PropeM, Reports. Assignee acknowledges that it is required to submit all property reports related to the Assignee Subject Property on an annual basis, with such report stating the total ad valorem taxes on the Assignee Subject Project and on Assignee New Taxable Tangible Personal Property paid to the City in the twelve-month period ending in the same Calendar Year, together with reasonable supporting documentation and any other relevant information requested by the City. Assignee represents that it has representative authority over the Assignee Subject Property and has submitted all property reports related to the Assignee Subject Property to the City and no further reports are necessary to be submitted in connection with the Assigned Earned Program Grant except as otherwise described above. 7. Incentives for Assignee Subiect Property. Assignee represents and warrants to the City that no Assignee Subject Property is eligible for any incentives from the City that are based on the ad valorem taxes generated by an Assignee Subject Property for any Calendar Year in which the Assignee will receive payment of the Assignee Earned Program Grant and hereby waives and relinquishes any right it may have to receipt of any such incentives for those specific Calendar Years. 8. Compliance with EDPA. As of the Effective Date, Company hereby represents and warrants to the City and Assignee and its successors and assigns that it is in full compliance with the terms of the EDPA as it relates to the Qualified Expenses necessary to ensure that the Qualified Expense Balance equals or exceeds the minimum amount of funds necessary for the City to pay the Assignee the Assigned Earned Program Grant; provided, however, Company acknowledges that (i) pursuant to the EDPA, Company has forfeited any and all right or claim to any future Program Grants beyond the Assigned Earned Program Grant specified in this Consent for failure to meet the Final. Property Improvement Commitment by December 31, 2025, and (ii) any future Program Grants beyond the Assigned Earned Program Grant specified in this Consent are not assignable. Company acknowledges that City andAssignee and its successors and assigns shall be entitled to rely upon the foregoing representation and warranty in connection with the issuance, assignment, and utilization of the Assigned Earned Program Grant. 9. Cites! Estoppel. Pursuant to Section 20 of the EDPA, as of the Effective Date, City hereby certifies to Assignee and its successors and assigns as follows: (i) the EDPA remains in ful l force and effect, (ii) Company is not in default or breach of the EDPA as it relates to the Qualified Expenses necessary to ensure that the Qualified Expense Balance equals or exceeds the minimum amount of funds necessary for the City to pay the Assignee the Assigned Earned Program Grant, (iii) City has issued the Assigned Earned Program Grant to Company and Company is entitled to assign the Assigned Earned Program Grant under the terms of the EDPA and this Consent, (iv) this Consent complies with the terms of the EDPA and is not contrary to the Mayor and Council Communications 20-0421 and 21- 0201, the City Council agenda items under which the City Council authorized the EDPA, (v) City represents that no additional Mayor and Council Communications have been approved as of the Effective Date, (vi) that no provision of the EDPA regarding performance by Assignor as a condition precedent to the receipt of any Program Grants or impacting the amount of any Program Grants shall in any way, impact, impair, reduce or void the Assigned Earned Program Grant hereby assigned to Assignee, and (vii) that termination of the EDPA under Section 9 of the EDPA shall not, in any way impact, impair, reduce or void the Assigned Earned Program Grant hereby assigned to Assignee. City acknowledges that Assignee, its successors and assigns, shall be entitled to rely upon the foregoing certifications in connection with the assignment and utilization of the Assigned Earned Program Grant, 10. No Ratification or Amendment. By executing this Consent, the City does not ratify or endorse any agreement or representation between Company and Assignee or grant Assignee any rights greater than those granted to Company under the EDPA. 11. Claims. City ratifies and confirms that any claims by the City for breach under the EDPA occurring by Company after an assignment of an earned Program Grant for which a Consent to Assignment Agreement has been executed shall be against Company only and not the Assignee. 12. Assignee Subject Property Taxable Appraised Value. The City ratifies and confirms that the total taxable appraised value of the Assignee Subject Property shall be based on 2026 appraised values calculated by the respective appraisal district that has jurisdiction over the Assignee Subject Property. 13. A plication of Assigned Eamed Program Grant. The City ratifies and confirms that the Assigned Earned Program Grant may be used in any monetary amount and applied to any Assignee Subject Property as the Assignee, in its sole discretion, shall designate. 14.Incorporation by Reference. Sections 17, 18, 19, and 21 of the EDPA are hereby incorporated herein by reference as if restated in their entirety in this Consent. 15, Countemarts. This Consent may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall be constitute one instrument. 1.6. Electronic Si -natures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign or DocuSign. 17. Notices. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (i) sent by U.S. mail with property postage, certified mail return receipt requested or by a nationally recognized overnight delivery service, and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City Economic Development Department 100 Fort Worth Trail Fort Worth TX 76102 Attention: Director With a copy to: City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Attention: City Attorney Assignor Linear Labs, Inc. 2600 NE Loop 820, Suite 100 Fort Worth, Texas 76137 Attention: Brad Hunstable Assam ALL Investment, L.P. ADL Development, L.P. Reverie Alliance, L.P. c/o Hillwood Development Company, LLC 9800 Hillwood Parkway, Suite 300 ,Fort Worth, Texas 76177 Attn: Charlie Campbell With a copy to: Hillwood Development Company, LLC 9800 Hillwood Parkway, Suite 300 Fort Worth, Texas 76177 Attn: Associate General Counsel iSignature Pages to Follow] EXECUTED as of the Effective Date. COMPANY: LINEAR LABS, INC, a Delaware corpo t' By: Namc: its: �'U ASSIGNEE: AL INVESTMENT, L.P., a Texas limited partnership By: AIL GP, LLC, a Texas limited liability company, its general partner By:� I' �n►,�u,I i�,� Name: Title: cyyl ADL DEVELOPMENT, L.P., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Services GP, LLC, a Texas limited liability company, 14Z- its general partner By; c�ryjAd Nance; Title: W REVERIE ALLIANCE, L.P. a Texas limited partnership By: Reverie Alliance GP, LLC, a Texas limited liability company, its general partner By: - =- V'Ly — Name: me: l Title: E V 00 CITY OF FORT WORTH: Darla Burghdoff By: Dana Burghdoff (Aug 28109:38:29 CDT) Dana Burghdoff Assistant City Manager Date: 08/28/2026 APPROVAL RECOMMENDED: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. (Aug 2026 16:07:01 CDT) By: Michael Hen Michael Hennig Economic Development Manager By: Jessi a � (Aug 27, 2026 18:17:24 CDT) APPROVED AS TO FORM AND Jessica Rogers LEGALITY: Director, Economic Development ATTEST: 0 11*&'. c' -X & Janette Goodall City Secretary By: Michael Doss (Aug 28, 2026 08:52:54 CDT) Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 20-0421 Qune 16, 2020); 21-0201 (March 23, 2021) Form 1295: 2020-622194 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A NOTICE OF INTENT TO ASSIGN Docusign Envelope ID: 931D09A2-6E9D-89DA-8084-8F5747F49C6A EXHIBIT A NOTICE OF INTENT TO ASSIGN May 21, 2026 Via Hand Deliver City of Fort Worth Attn: Jay Chapa, City Manager 200 Texas Street Fort Worth, Texas 76102 Re: Notice of Intent To Assign Portion of Program Grants from Economic Development Program Agreement (the "Agreement") by and between City of Fort Worth ("City") and Linear Labs, Inc. ("Linear Labs") dated December 21, 2021 Dear Jay Chapa, City Manager: On behalf of Linear Labs, I write to you to give notice pursuant to Article 7, Section 7.2 of the Agreement of its intent to assign a portion of its earned Program Grants in the amount of Four Million, Seven Hundred Thousand and no/100 Dollars ($4,700,000.00), which amount shall be reduced by the "5% Assignee Set -Aside" required by the Agreement to Four Million, Four Hundred Sixty -Five Thousand and no/100 Dollars ($4,465,000.00), to AIL Investment, L.P., ADL Development, L.P., and Reverie Alliance, L.P., collectively. The information required by Section 7.2 of the Agreement is provided in the enclosed spreadsheet and affidavit of the respective assignee entities. No business personal property will be included as part of the Assignee Subject Property. Please advise if additional information is required. Docusign Envelope ID: 931D09A2-6E9D-89DA-8084-8F5747F49C6A Sincerely, &.ad. #u.n ataL, l . 94BEBA59F976E5BCCCCF2336F7C79AFB contractwerks Brad Hunstable, Chief Executive Officer Linear Labs, Inc. Cc: City of Fort Worth Via Hand Delivery Attn: City Attorney 200 Texas Street Fort Worth, Texas 76102 City of Fort Worth Via Hand Delivery Attn: Michael Hennig, Economic Development Manager Economic Development Dept. 100 Fort Worth Trail Fort Worth, Texas 76102 Docusign Envelope ID: 931D09A2-6E9D-89DA-8084-8F5747F49C6A Assignees: AIL INVESTMENT, L.P., a Texas limited partnership By: AIL GP, LLC, a Texas limited liability company, its general partner DocuSigned by: Name: Charlie Campbell Title: EVP finance and admin ADL DEVELOPMENT, L.P., a Texas limited partnership By: ADL Development GP, LLC, a Texas limited liability company, its general partner DocuSigned by: By: r,� a it. ('.oa 4A33FE4C1EB44E5... Name: Charlie Campbell Title: EVP finance and admin REVERIE ALLIANCE, L.P., a Texas limited partnership By: Reverie Alliance GP, LLC, a Texas limited liability company, its general pa DocuSigned by: By:,aV{ Name: Charlie Campbell Title: EVP finance and admin EXHIBIT B LIST OF ASSIGNEE SUBJECT PROPERTY R&D Credit Assignment Annual Verification Form Date 5/18/2026 Assignee Contact Information Company: Contact Name: Hillwood Properties Charlie Campbe Assignor or Project Linear Labs Contact Email: Contact Phone: Charlic.C'amnbell(u)hillwood.com 817-224-6063 I have confirmed with the City of Fort Worth''s Purchasing Department that our vendor Address and Banking information are correct (if no, you may contact the Economic Development Department for Assistance): FoR, T�H® Yes Subject Property Base year Info. Base Year Subject Property Account #s Subject Property Parcels #s Site Name Base Value Entity Ownership 2025 43157371 43157371 Reverie $1,239 Reverie Alliance LP 2025 583442DEN 583442 ACN 14 $205 AIL Investment LP 2025 733205DEN 733205 GW 64 $234 AIL Investment LP 2025 07712065 07712065 41410378 41410378 GW 12 $1,327 AIL Investment LP 2025 4730224 4730224 WP 5 $3,227 AIL Investment LP 2025 753429DEN 753429 WP 23 $3,226 AIL Investment LP 2025 41202740 41202740 06360785 06360785 06823033 06823033 06993834 06993834 WP 41 $1,489 ADL Development LP 2025 4884698 4884698 WP 42 $737 ADL Development LP 2025 753430DEN 753430 WP16 $7,654 AIL Investment Lip 2025 151185DEN 151185 68165DEN 68165 ACN 18 $714 AIL Investment LP 2025 69DD4DEN 69004 70759DEN 70759 70679DEN 70679 154941DEN 154941 68446DEN 68446 154929DEN 154929 207927DEN 207927 207930DEN 207930 206229DEN 206229 207931DEN 207931 206231DEN 206231 207923DEN 207923 68449DEN 68449 WP 6 & 7 $42,439 AIL Investment LP 2025 70706DEN 70706 753430DEN 753430 753431DEN 753431 753429DEN 753429 WP 22 $13,296 AIL Investment LP Total $75,787 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Linear Labs, Inc. Subject of the Agreement: Assignment agreement to assign certain grant rights to a third -party property owner as provided for under the agreement. M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.